Nanometrics Incorporated
Extract: Bylaws Amendment (Plain English Desc) from a 8-K on 06/24/2019   Download
SEC Document
SEC Filing

On June 23, 2019, Nanometrics’ Board of Directors adopted an amendment to Nanometrics’ Bylaws (the “Bylaw Amendment”) to add a new Article XI thereto, which became effective immediately. The Bylaw Amendment provides that the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, another state court located within the State of Delaware, or if no such state court located within the state of Delaware has jurisdiction, the federal district court for the District of Delaware) is, to the fullest extent permitted by law, the sole and exclusive forum for certain actions (“Actions”), summarized as follows: (i) any derivative action or proceeding brought on behalf of Nanometrics, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, other employee or agent of Nanometrics to Nanometrics or Nanometrics’ stockholders, including any claim alleging aiding and abetting of such breach of a fiduciary duty, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law (the “DGCL”), Nanometrics’ certificate of incorporation or Nanometrics’ Bylaws , (iv) any action asserting a claim against Nanometrics or any director or officer or other employee of Nanometrics governed by the internal affairs doctrine, or (v) any other action asserting an “internal corporate claim” as that term is defined in Section 115 of the DGCL. Any person or entity owning, purchasing or otherwise acquiring any interest in shares of Nanometrics capital stock will be deemed to have notice of and consented to the provisions of the Bylaw Amendment. The Bylaw Amendment also provides that if any Action is filed in a court other than in accordance with the Bylaw Amendment (a “Foreign Action”) in the name of any stockholder, that stockholder will be deemed to have consented to (a) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any Action brought in any such court to enforce the forum selection provisions of the Bylaw Amendment, and (b) having service of process made upon such stockholder in any such enforcement action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.